RESTRICTED STOCK UNIT AWARD AGREEMENT
(Non-Employee Directors – with deferral feature)
Grant Date:XXXXX XX, XXXX
Restricted Stock Units Awarded:x,xxx
This Restricted Stock Unit Award Agreement (this “Agreement”) is dated as of this XXXX day of XXXXX XX, XXXX (the “Grant Date”), and is between ArcBest Corporation (the “Company”) and XXXXXXXXXXX (“Participant”).
WHEREAS, the Company, by action of the Board and approval of its shareholders established the ArcBest Corporation Ownership Incentive Plan (the “Plan”);
WHEREAS, Participant is a member of the Board and is not employed by the Company or a Subsidiary;
WHEREAS, the Company desires to encourage Participant to own Common Stock for the purposes stated in Section 1 of the Plan; and
WHEREAS, Participant and the Company have entered into this Agreement to govern the terms of the Restricted Stock Unit Award (as defined below) granted to Participant by the Company.
NOW, THEREFORE, in consideration of the foregoing, the parties hereto agree as follows:
Defined terms in the Plan shall have the same meaning in this Agreement, except where the context otherwise requires.
Grant of Restricted Stock Units
On the Grant Date, the Company hereby grants to Participant an Award of xxxxx Restricted Stock Units (the “Award”) in accordance with Section 9 of the Plan and subject to the conditions set forth in this Agreement and the Plan (as amended from time to time). Each Restricted Stock Unit subject to the Award represents the right to receive one Share (as adjusted from time to time pursuant to Paragraph 13 hereof and/or Section 13 of the Plan) upon the terms and subject to the conditions (including the vesting conditions) set forth in this Agreement and the Plan. By accepting the Award, Participant irrevocably agrees on behalf of Participant and Participant’s successors and permitted assigns to all of the terms and conditions of the Award as set forth in or pursuant to this Agreement and the Plan (as such Plan may be amended from time to time).
The Award shall not be vested as of the Grant Date and shall be forfeitable unless and until otherwise vested pursuant to the terms of this Agreement. After the Grant Date, provided that Participant remains a member of the Board continuously through the first anniversary of the Grant Date (the “Normal Vesting Date”), the Award shall become vested with respect to 100% of the Restricted Stock Units on such Normal Vesting Date. In addition, prior to the Normal Vesting Date:
(i) the Award shall become vested with respect to 100% of the Restricted Stock Units on the first date on or after the Grant Date that the Participant satisfies the requirements for Normal Retirement, as defined below, whether or not actual retirement or separation from service has occurred on that date.
(ii) on the first date on or after the Grant Date on which Participant satisfies the requirements for Early Retirement, as defined below, whether or not actual retirement or separation from service has occurred on that date, the Award shall become vested with respect to the number of the Restricted Stock Units subject to the Award multiplied by a fraction, (A) the numerator of which is equal to the number of full months between such date and the Grant Date, and (B) the denominator of which is 12, and the Award shall continue to vest on the fifteenth day of each subsequent month with respect to an additional one-twelfth of the number of Restricted Stock Units subject to the Award until the first day of the month in which the Normal Vesting Date occurs. In the month that the Normal Vesting Date occurs, all Units not previously vested shall become vested on the date of the month that corresponds to the Grant Date.
For purposes of this Agreement, the term "Normal Retirement" shall mean Participant's retirement from service as a member of the Board on or after age 65 so long as Participant has, as of the date of such retirement, at least 5 years of service with the Company.